UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 7, 2009
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Date of Report (Date of earliest event reported)
GENEVA RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-32593 98-0441019
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2533 N. CARSON STREET, SUITE 125
CARSON CITY, NEVADA 89706 89706
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(Address of principal executive offices) (Zip Code)
(775) 348-9330
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective on December 7, 2009, the Board of Directors of Geneva Resources Inc.,
a Nevada corporation (the "Company"), authorized the settlement of debt with a
certain creditor (the "Creditor"), which debt consisted of outstanding advances,
loans and accrued interest and other amounts aggregating $1,776,186 (the
"Debt"). The Debt was evidenced by that certain convertible promissory note
dated December 4, 2009 in the principal amount of $1,776,186 issued to the
Creditor evidencing the Debt (the "Convertible Promissory Note"). In accordance
with the terms and provisions of the Promissory Note, in the event the Company
was unable to repay the Debt, the Debt could be satisfied by way of conversion
of the Debt into shares of the Company's restricted common stock at the rate of
$0.03 per share (the "Common Stock"). Subsequently, the Creditor entered into
those certain assignments dated December 4, 2009 (collectively, the
"Assignments") with those certain twelve assignees (collectively, the
"Assignees"), pursuant to which the Creditor assigned a proportionate right of
its title and interest in and to the Debt and the Convertible Note to the
Assignees. On December 7, 2009, the Company received those certain notices of
conversion dated December 7, 2009 from the respective Assignees (collectively,
the "Notices of Conversion"), pursuant to which the Assignees were converting
their respective right, title and interest in and to Debt and the Convertible
Note into shares of Common Stock at the rate of $0.03 per share.
Further effective on December 7, 2009, the Board of Directors of the Company
authorized the issuance of an aggregate of 59,206,200 shares of its Common Stock
proportionately to the Assignees in accordance with the terms and provisions of
the Notices of Conversion. The shares of Common Stock were issued to twelve
non-United States residents in reliance on Regulation S promulgated under the
United States Securities Act of 1933, as amended (the "Securities Act"). The
shares of Common Stock have not been registered under the Securities Act or
under any state securities laws and may not be offered or sold without
registration with the United States Securities and Exchange Commission or an
applicable exemption from the registration requirements. The Assignees each
acknowledged that the securities to be issued have not been registered under the
Securities Act, that they understood the economic risk of an investment in the
securities, and that they had the opportunity to ask questions of and receive
answers from the Company's management concerning any and all matters related to
acquisition of the securities.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENEVA RESOURCES, INC.
Date: December 8, 2009.
/s/ MARCUS JOHNSON
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Name: Marcus Johnson
Title: President/Chief Executive Officer
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